EX-99.8(DD)(I) 8 a15-18131_1ex99d8ddi.txt EX-99.8(DD)(I) Execution Version AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT This Amendment No. 1 to the Participation Agreement dated December 1, 2008 (the "Agreement") between Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company (collectively referred to as the "Company"), each a Connecticut corporation, on its own behalf and on behalf of its separate accounts (the "Accounts"); each investment company listed on Schedule A, as it may be amended from time to time, each an open-end management investment company organized under the state of Maryland (each a "Fund" and, collectively the "Funds"); HL Investment Advisors, LLC ("HLIA"), a Connecticut Limited Liability Company; and Hartford Securities Distribution Company, Inc. ("HSDC"), a Connecticut corporation is effective as of December 1, 2009 and is hereby amended as follows: 1. Section 2.4 of the Agreement is hereby amended by adding after the first sentence: "Variable life insurance policies may include corporate-owned life insurance ("COLI") policies which informally fund non-qualified deferred compensation ("NQDC") plans. 2. NQDC COLI policies are included in the definition of Contracts in the Agreement. 3. Section 4.6 of the Agreement is hereby amended by adding Section 4.6(e) to the Agreement as follows: 4.6(e) Notwithstanding any other provision to the contrary in this Agreement, with respect to the Accounts which are exempt from registration under the 1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the Company represents and warrants that: (1) Hartford Equity Sales Company ("HESCO") is the principal Distributor for each such Account and any subaccounts thereof and is a registered broker-dealer with the SEC under the 1934 Act; (2) the Shares of the Portfolio of the Fund are and will continue to be the only investment securities held by the corresponding subaccounts; and (3) with regard to each Portfolio, the Company, on behalf of the corresponding subaccount, will: i) vote such shares held by it in the same proportion as the vote of all other holders of such shares without soliciting voting instructions from Contract Owners; and ii) refrain from substituting shares of another security for such shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act. 2. All other terms of the Agreement shall remain in full force and effect. (Signatures located on following page) THE HARTFORD LIFE INSURANCE COMPANY By its authorized officer By: /s/ James P. Van Etten ----------------------------------- Name: James P. Van Etten ----------------------------------- Title: Vice President ----------------------------------- THE HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By its authorized officer By: /s/ James P. Van Etten ----------------------------------- Name: James P. Van Etten ----------------------------------- Title: Vice President ----------------------------------- HL INVESTMENT ADVISORS, LLC By its authorized officer By: /s/ Rob Arena ----------------------------------- Name: Rob Arena ----------------------------------- Title: President, CEO, & Manager ----------------------------------- HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. By its authorized officer By: /s/ Rob Arena ----------------------------------- Name: Rob Arena ----------------------------------- Title: Executive Vice President & Director ----------------------------------- EACH INVESTMENT COMPANY LISTED ON SCHEDULE A (attached to the Agreement) By its authorized officer By: /s/ Rob Arena ----------------------------------- Name: Rob Arena ----------------------------------- Title: President and CEO ----------------------------------- 2 EXECUTION COPY AMENDMENT NO.2 TO PARTICIPATION AGREEMENT This Amendment No. 2 to the Participation Agreement dated December 1, 2008 (the "AGREEMENT") by and among (1) Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company, each a Connecticut corporation (collectively referred to as the "COMPANY"), on its own behalf and on behalf the Company's separate accounts; (2) each investment company listed on Schedule A to the Agreement (as it may be amended from time to time), each an open-end investment company organized under the laws of the state of Maryland; (3) HL Investment Advisors, LLC, a Connecticut limited liability company; and (4) Hartford Securities Distribution Company, Inc., a Connecticut corporation; is made effective this 13th day of June, 2011. The Agreement is hereby amended as follows: 1. Schedule A is deleted in its entirety and replaced with the attached Schedule A. 2. All other terms of the Agreement shall remain in full force and effect. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS) THE HARTFORD LIFE INSURANCE COMPANY By its authorized officer: /s/ Robert Arena ----------------------------- Name: Robert Arena ---------------------- Title: EVP ---------------------- THE HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By its authorized officer: /s/ Robert Arena ----------------------------- Name: Robert Arena ---------------------- Title: EVP ---------------------- HARTFORD INVESTMENT ADVISORS, LLC By its authorized officer: /s/ Robert Arena ----------------------------- Name: Robert Arena ---------------------- Title: EVP ---------------------- HARTFORD SECURITIES DISTRIBUTION COMPANY, INC. By its authorized officer: /s/ Robert Arena ----------------------------- Name: Robert Arena ---------------------- Title: EVP ---------------------- EACH INVESTMENT COMPANY LISTED ON SCHEDULE A (ATTACHED TO THE AGREEMENT) By its authorized officer: /s/ James Davey ----------------------------- Name: James Davey ---------------------- Title: EVP ---------------------- SCHEDULE A HARTFORD SERIES FUND, INC. Hartford Advisers HLS Fund Hartford Capital Appreciation HLS Fund Hartford Disciplined Equity HLS Fund Hartford Portfolio Diversifier HLS Fund Hartford Dividend and Growth HLS Fund Hartford Global Growth HLS Fund Hartford Global Research HLS Fund Hartford Healthcare HLS Fund Hartford Growth HLS Fund Hartford High Yield HLS Fund Hartford Index HLS Fund Hartford International Opportunities HLS Fund Hartford MidCap HLS Fund Hartford Midcap Value HLS Fund Hartford Money Market HLS Fund Hartford Small Company HLS Fund Hartford Stock HLS Fund Hartford Total Return Bond HLS Fund Hartford Value HLS Fund American Funds Asset Allocation HLS Fund American Funds Blue Chip Income and Growth HLS Fund American Funds Bond HLS Fund American Funds Global Bond HLS Fund American Funds Global Growth & Income HLS Fund American Funds Global Growth HLS Fund American Funds Global Small Capitalization HLS Fund American Funds Growth HLS Fund American Funds Growth-Income HLS Fund American Funds International HLS Fund American Funds New World HLS Fund HARTFORD HLS SERIES FUND II, INC. Hartford Growth Opportunities HLS Fund Hartford Small/Mid Cap Equity HLS Fund Hartford SmallCap Growth HLS Fund Hartford U.S. Government Securities HLS Fund